Futa-Aelita
by sinfulnature1123
Summary: I re-watched a show I like! Behold the smutty result!
1. Chapter 1

Aelita hurried back to the dorm room after class. She knew she wasn't really supposed to go back to the dorms until the entire school day was over, but she couldn't wait any longer. She knew the others would cover for her, and hopefully she could convince them that she had just gotten confused again. They were all eager to help her out and protect her now that she was in the real world, and she was glad for it.

She closed the door behind her and went to the bed, flopping down onto the bed and squirming to get out of her clothes, kicking off her shoes so her other clothing could soon follow them to the floor. She laid back naked on the bed, breathing a sigh of relief at not feeling so restricted and overheated anymore, now that her stiff member was free.

Aelita's six inch rod had been a mess up in her materialization process. At least, she assumed it was. She didn't recall ever having a member while she was still on Lyoko. Then again, she didn't recall ever undressing at all while on Lyoko, so she could have easily had it all and just not known.

Regardless, the sense of feeling she had obtained through being a physical object had brought with it a few...complications. She had tried to explain them to Yumi, hoping that she would understand. She had...sort of. She had gotten the general idea of it, and had shown Aelita how to, 'take the edge off' as she had put it. Unfortunately what she had told Aelita to do was only applicable to one part of Aelita's body, and the other had been the one more desperate for attention.

With a little research on the internet, Aelita had determined that her extra appendage was not the norm, and so she had decided to keep it a secret, less Jeremy panic over messing up her materialization. She had also, thankfully, discovered just how she could release the pressure that seemed to build up every so often.

Aelita gripped her shaft in her hand, slowly moving it up her length. Her other hand moved down lower, rubbing against her pussy gently. Aelita bit her lip, not wanting to moan and alert anyone who might be passing by of what she was doing. Her hand glided up and down her member faster, her fingers pushing passed her lower lips and probing inside.

She grit her teeth, finding it difficult to hold her moaning in. she risked a quiet one, but it was a mistake to do so, as opening her mouth at all, caused her let out a loud groan of pleasure. She froze, waiting to make sure no one had heard. When she found that no one had, she grit her teeth again and continued her movements, getting faster with herself.

When she had gotten rather wet, she moved her hand up and rubbed her member with it, lubing her shaft up with her juices so her other hand could stroke faster along her cock. She'd learned the trick shortly after she had started playing with herself.

Her thoughts, naturally, drifted to Jeremy. She had learned of sex from the internet, and now pictured Jeremy and herself going at it heatedly. Despite her member throbbing in her hand, she still pictured herself on bottom, Jeremy aggressively taking her.

"Jeremy~" Aelita was too lost in her fantasy to notice that she was moaning again, and instead of stopping to check and make sure it was safe to continue, just got rougher, gripping harder and pushing her fingers deeper, "Don't stop Jeremy~!" She cried out, getting close.

She kept going, her mind too preoccupied to make the connection that the sound of the door opening probably meant that someone had just entered the room. "Aelita!?"

Aelita realized she wasn't alone about half a second before she came, her body spasming as she released from both her pussy and member at the same moment, all her previous stress unwinding, only to be replaced by a cold fear when her eyes opened and she saw Yumi there, staring with wide eyes and a dropped jaw.

"Y-Yumi I.." Aelita was very near to bursting into tears, unsure how to handle the situation she was in. Yumi saw how nervous and upset she was, and whatever shock she had been in faded to the desire to comfort Aelita.

Yumi hurried over to Aelita, "Hey, it's okay, it's okay," She said, "We all need a little time to ourselves now and then, and I wasn't really supposed to be here during class either. Just try to lock the door next time okay?"

Aelita mentally kicked herself for forgetting that doors here in the real world didn't just automatically seal off once closed. "You..you aren't upset about.." Aelita looked down, blushing deeply. Yumi laughed, "Please, that's not even the craziest thing I've seen this week. The world is filled a lot of weird stuff, Lyoko alone proves that. You're body is a little different, so what? No one who matters is gonna judge you for that."

Aelita smiled, "Thanks Yumi..I've been worried about it for awhile now. Jeremy doesn't seem to know about it, and it's been hard to handle it all on my own." "You shouldn't ever have to handle stuff alone when we can help you," Yumi said, "We'll always help you. Even with stuff like this."

Aelita blushed lightly at this, "Really?" Yumi nodded, "Of course, why not?" She said with a giggle, "You know what they say about experimenting when you're young." She joked.

Aelita did not what expression Yumi was referring to, but she figured she could guess the meaning from context, and was glad that she would have some help with things, "Looks like you're okay for the moment. We both need to get back to class. We'll see about experimenting later on tonight~" Yumi said with a wink, getting up and leaving the room.

Aelita was excited by this. Unfortunately that excitement more or less ruined the satisfaction she'd just given herself, getting her stiff and bothered again, with no time to fix the problem. She'd just have to wait the rest of the day.


	2. Chapter 2

Aelita paced nervously back and forth in her dorm room, waiting for Yumi to get back from class so they could 'experiment' as Yumi had put it. She had been excited about it earlier, but now was just anxious and worried that Yumi might have changed her mind, or worse, that she had misunderstood Yumi and Yumi didn't plan on helping her at all. It wasn't a very logical thought process, but she was paranoid.

It didn't help that Yumi should have been there already. Her class had gotten out ten minutes ago, but she still wasn't back. Even factoring in how long it would take Yumi to get back to the dorm from her class, she should have been back already.

'She just isn't coming', Aelita thought, her previous hopes sinking as she got more and more stuck in her own head, 'maybe she was never coming. Maybe she was just making things up so she could get away, and she was really afraid of me the whole time..'

Thankfully, Aelita was able to remind herself that Yumi wouldn't do that before she truly panicked and did something rash. 'Yumi is too nice for that,' Aelita thought to herself, 'Jeremy's paranoia is rubbing off on me.' She thought with a bitter laugh.

Aelita sat down and took deep breaths, calming herself. She wasn't sure how long she could keep herself calm, and was relieved when Yumi finally came through the door five minutes later. "Sorry I'm late," She said as she shut and locked the door, "I had plans with Ulrich, had to find a way to re-schedule them with him without sounding suspicious, which is much harder than it sounds."

Yumi chuckled, and Aelita smiled, giggling as well, "He won't be upset by this will he?" She asked, not wanting to cause trouble. "Oh he wouldn't mind. I'm only not telling him because I wasn't sure you'd want me telling other people about your little secret. We can tell him tomorrow if you want. But right now," Yumi smiled, "Let's see how good you are with it~"

Yumi sat down on her bed and started to undress, pulling off her shirt and kicking off her shoes. Aelita couldn't help but stare as Yumi removed her pants, bra, and panties, leaving her naked on the bed. She was fit, but not big or bulky, her legs still slender. Her chest wasn't very big, but bigger than Aelita, who was border-line flat.

Yumi smiled, "Guess you like what you see huh?" She said, noticing the tent forming in Aelita's dress. Aelita blushed, reflexively covering it with her hands, but Yumi shook her head, "Don't be embarrassed, be excited. Come on, show me~" She said with a grin.

Aelita nodded slowly, "O-okay.." She said, beginning to undress herself as well. Yumi smiled as she watched the cute, pink haired girl disrobe, revealing her slim form and stiff member that stood at attention, making Aelita's face burn red.

Yumi beckoned her over, "Don't be so shy, it's just you and me right now. You aren't afraid of me are you?" Aelita shook her head, walking over to Yumi, who gently gripped her rod. The contact alone made Aelita tense, and she moaned when she felt Yumi's hand move along her length.

The movements weren't any different from the ones she had made herself, Aelita supposed, but there was something about it being someone else doing it that made it fundamentally better. Aelita couldn't figure out why, so she didn't try, pushing any analysis of the situation to the back of her mind and simply enjoying the feeling.

She audibly whimpered when Yumi stopped, but Yumi told her to sit down on the bed with her legs open wide. Aelita did so, and Yumi got down on her knees in front of her, lowering her head down to Aelita's member and giving it a gentle kiss.

The kiss sent a jolt of pleasure through Aelita, one that only got stronger when Yumi began to move her tongue along Aelita's shaft, trailing it up and down before stopping at the tip, swirling her tongue around it before taking it into her mouth and beginning to suck on it.

Yumi didn't exactly have much experience with this, or any experience really, but neither did Aelita, and it felt like pure heaven to her. "Y-Yumi~" Aelita moaned, gripping her hair as she felt waves of pleasure go through her from every movement of Yumi's head, "I-I'm g-gonna.."

Aelita came faster than she expected, her climax triggered early by Yumi pushing three fingers into her pussy without warning, making her cry out and cum, pumping several spurts of warm seed into Yumi's mouth. Yumi swallowed it, licking her lips, "Not bad~"

Yumi got up and laid back on the bed, "Mind returning the favor~?" She asked, spreading her legs and giving Aelita a good view of her pussy. Aelita, like other sexual matters, had learned of this from her 'research', and understood what she was meant to do.

She lowered her head between Yumi's legs, brushing the outside of her pussy with her tongue a few times before pushing inside gently, hearing Yumi moan as her tongue entered her. She felt Yumi's hand on the back of her head, pushing her against her slit, wanting more. The thought of someone else wanting her like this got Aelita excited, and she promptly pushed her tongue deeper into Yumi's moistening pussy.

Aelita had no experience either, where Yumi had at least gotten off with toys in the past, so it took Aelita a few solid minutes of moving her tongue faster and faster inside of Yumi's pussy to get her off, though the cry of bliss from Yumi and the flood of sweet tasting juices that washed over Aelita's face was well worth the effort.

"That was great~" Yumi said with a smile as Aelita licked the juices from her lips. "Do I really taste that good?" Yumi joked, seeing that Aelita had gotten stiff again. She smiled, moving over and straddling Aelita. Aelita moaned the moment her shaft was pressed against Yumi's slit, and groaned in pleasure when only her tip was inside of uki's warm slit.

Yumi moaned with Aelita as she lowered her hips slowly, pushing her member inside carefully so as not to hurt or overwhelm either of them. This was technically Yumi's first time, but she didn't need to worry about anything being broken, as the aforementioned fun with toys had already handled that.

Aelita moved her head forward, her lips latching onto Yumi's nipple and sucking on it as her hand carefully played with the other, making Yumi moan even louder as she rocked her hips back and forth, taking Aelita's member inch by inch.

Aelita was four inches deep into Yumi when they both came, Aelita hitting her peak first and unloading into Yumi, the hot feeling of which triggered Yumi's own climax, causing them to cry out in near unison before falling back onto the bed, panting hard as they both tried to recover.

"That...was...amazing…" Aelita panted, wondering why on earth she had waited so long to tell anyone about this, and wondering if it would be a good idea to tell others besides Yumi. She asked Yumi, who said that she wouldn't tell anyone if Aelita didn't want to, but that she thought it would be a good idea if she did.

"Just think about it," Yumi said, "We had this much fun just with the two of us. Think how much fun we could have with the others~"

Aelita couldn't fault her logic.


	3. Chapter 3

Aelita was having a much better time with the physical world these days. Xana attacks were getting fewer and farther between, her overpowered intelligence let her breeze through her classes, and she was even getting better at social dealings, both thanks to her friends always being around and her not being nearly as stressed when they weren't.

Her lack of stress was largely contributed to Yumi. two weeks had passed since they first began their fun together, and they had tried more and more things together since, having fun together almost every night as soon as they got back from class and in the morning before they left for it.

They had even done it during class once, Yumi pulling Aelita into a supply closet on the way from one class to the next. They didn't miss much, and were more than able to make up the work they were given for being late. It had been well worth it.

The only thing that really still had Aelita worried were her other friends. She had already decided that she was going to tell them all about her, but she was nervous and unsure on the how. She knew that they would be okay with it, but things were still likely to be very awkward once she did, and she didn't do so well with awkward situations.

Eventually, she came to the decision to start with Odd. Of all of her friends, he was the most understanding of weird things, very fitting considering his name, which she had mentioned to him in the past; confusingly he hadn't seemed to understand what she meant by the comment.

Regardless, Aelita left her dorm one night, telling Yumi she would be back afterwards. Yumi nodded, "Good luck~" She said with a smile that made Aelita blush as she nodded, heading out to go visit Odd.

According to Yumi, Odd would be alone in the room, Ulrich out practicing. Aelita wasn't quite ready to let everyone in on the secret, but she could handle just one at a time. She snuck over to the boy's dormitory, going to Odd and Ulrich's room and knocking on the door.

Odd opened the door, a bit surprised to see Aelita there wearing her sleep clothes. He grabbed Aelita and pulled her into the room, closing the door behind here, "Girl's aren't allowed in the guy's dorm at night, don't want one of the hall cops getting you in trouble." He said, "So, what brings you by?"

"W-well, I've kinda been keeping a sort of secret from you and the others..well, Yumi knows, but I wanted to start telling you all, you seemed like you'd be the easiest to talk to." Aelita explained. "Oh yeah? Well I am a pretty easy going guy, lay it on me Princess." He said with a comforting smile.

Aelita nodded, "Well, when I first became physical, there was a.. A problem with how I materialized. I sort of.. Came with something extra.. It's a little embarrassing." Odd scoffed, "Oh pleased, whatever it is it can't be that much weirder than being an AI in a living body now can it?"

Aelita giggled, "No, I guess not." She admitted, glad she'd gone with Odd, "Well, I guess it's easier to show than to explain, so.." Aelita took a deep breath, lifting up the hem of her nighty, showing Odd her currently soft member.

Odd's eyes widened, "I knew it!" He exclaimed triumphantly. "Y-you what?" Aelita questioned, dropping the hem of her nighty and blushing hard. "I saw you getting bothered once or twice during class, but I thought I was just being stupid, because come on why would you have one? But you do, and I'm not crazy! Well I am, but not about that."

Odd realized a few moments too late that his words were embarrassing Aelita terribly, "Oh, sorry about that," He said, scratching the back of his head, as Aelita began to shake nervously, wondering who else could have seen what Odd saw and come to the same conclusion.

Odd thought fast, wanting to ease her nerves. He grinned, his own brand of Odd logic giving him an idea, and he dropped his boxers. Aelita's eyes widened now, and Odd shrugged, "Only fair, I saw yours after all." He said with a wink, making Aelita giggle.

"I'm actually a little jealous though, yours is bigger." He said, "Hardly by an inch." Aelita said, "I know, but still.," Odd said, "Oh well. After all, it isn't the size, it's the skill." He said.

It is?" Aelita asked, "Sure it is. Need proof~?" He asked with a smirk, making Aelita blush again, though this time not in nervous embarrassment.

"W-what do you mean?" She asked as Odd walked closer to her, leaving her back against the wall with Odd directly in front of her, "I mean if my first theory was right then my second theory was probably right to. You've been hanging around Yumi an awful lot, more than Jeremy, which was a little confusing at first. I'm guessing you've been sharing your little friend down there with her? Well, I hope she doesn't mind sharing~"

Before Aelita could get a word out, Odd dropped to his knees in front of her, pushing up the hem of her nighty and taking her member into his mouth. "O-Odd~" Aelita groaned, gripping the wall behind her as she slowly got hard in Odd's mouth. Odd began to suck on her length as it stiffened, bobbing his head up and down as he went.

Odd seemed more skilled at this than Yumi had been, but Aelita was too lost in how good it felt to try and figure out why. She groaned as she felt herself get close fast, grabbing his head and pushing it down so her entire length was forced into his throat.

Curiously, he didn't even gag, deep-throating Aelita's entire cock easily until she came, pumping warm cum down his throat, "Yum, not bad Princess." Odd said, standing up, "So, was I better than Yumi~?" He questioned.

Aelita nodded, panting. He grinned, "I rule. Now how about I show you a little skill so you can impress Yumi next time you two get together~" He said, lining his member up to Aelita's wet slit, picking her up by her hips, "Ever had anything in here Princess?" He asked.

Aelita shook her head, "N-nothing but fingers." "Don't worry, I'll go easy on you. Still might hurt a bit at first." Odd said, pushing into her slowly.

Aelita moaned softly, holding onto Odd's shoulders as she felt his cock push into her pussy. He wasn't exactly huge, but he may as well have been to Aelita, whose small slit was stretched out by his penetration.

Aelita's grip on One's shoulders tightened when she found that he hadn't been joking and it did indeed hurt at first, but curiously, Odd never met any barrier aside from Aelita's natural tightness. Well, he figured that would just make things easier on the poor thing, and picked up the pace when she started to relax.

Slowly, the pain faded away and pleasure took its place with a vengeance, flowing through Aelita and making her moan loudly, beginning to move her hips with One's to push him deeper into her, wanting to feel more of him, needing to.

Aelita's legs locked around One's waist as he thrust into her harder, taking her against the wall. He could only hope that his neighbors wouldn't get suspicious about the constant thudding against the wall as he picked up the pace into Aelita, because he wasn't about to stop, she felt too great.

"O-Odd~!" Aelita cried out, her pussy clenching tightly around his cock as she came, her juices washing over his length. Odd grunted, just barely having the time to pull out before he came, painting Aelita's stomach white.

"S..see?" Odd panted, "It's all...about skill.."

* * *

 **Ever heard the theory that Odd and Aelita actually wanted to be together, but Aelita felt obligated to be with Jeremy because of how hard he worked to get her out of Lyoko? Personally I don't buy it, and such a theory will not be explored in this story, but I'll admit, Odd with Aelita would be fucking adorable. Then again, Odd with anyone would be fucking adorable.**


	4. Chapter 4

Aelita debated whether to tell Ulrich or Jeremy next. She was more afraid to tell Jeremy, because she knew he would get upset with himself for messing up her materialization, but he was even more afraid of how he would react if he found out that he was the last to know about the whole thing. No, he would have to know about it next.

But she wasn't sure how to do it. She couldn't just walk up to him and tell him she had a cock and that it might be his fault. "Well, you could, you just shouldn't." Odd pointed out, earning a flick to the forehead from Yumi.

"What? She's always pointing it out when I get the logic wrong?" Odd chuckled, "Look, here's what you gotta do. Don't go up to him and tell him about what you're packing, go up to him and tell him how you feel about him. Go on a date, go back to his room or even to the lab if you want some real privacy, then by the time things really get going, you'll have an excuse to show him. If he really cares about you, and everyone on this side of the galaxy knows he does, then he won't care and will be happy that you're happy."

"Wow Odd," Yumi said, surprised, "That's actually a pretty good idea." Odd shrugged, "I am known to have those once in a blue moon. Especially when it comes to stuff like this." Yumi and Aelita chuckled, though they both knew he was right. It was often joked that, if it weren't for the constant returns to the past, Odd would probably be dating half the girls in the school and a fourth of the guys if he wanted.

"Just be sure to actually mention the fact that you are happy. If he thinks for a second that you're unhappy with the way you are, he'll be down the rabbit hole of trying to fix it faster than you can say, 'take me'." Odd warned.

* * *

Aelita had thought Odd had been exaggerating about how fast Jeremy would lose it if he were not informed that she liked things the way they were. As it happened, Odd had been underestimating Jeremy's neurosis, and Aelita hadn't even had the time to get any words about before he was at the computer checking the materialization program.

It had been such a great night to. They'd gone out to eat, seen a movie, and been able to do it without being heckled by Sissi or her troop, as Odd, Yumi, and even Ulrich were on watch for them so they could have a good time.

Aelita had settled on going back to the lab afterwards as opposed to Jeremy's room. Something seemed more poetic about doing it there. Or maybe she just liked the idea of being taken against a metal desk, she didn't know or care to think farther into it.

Jeremy had been more prepared to take things further than Aelita had thought. He didn't faint when Aelita kissed him, so Odd's guess on things had been wrong. And he didn't have a heart attack when she removed her top, so Ulrich's guess had been wrong as well.

But the moment he saw her member, he lost it. Oh he wasn't upset by her having it, she could have been a snake monster from the waist down and Jeremy would have found her equally attractive, he was that head over heels for her. But being the logical guy he was, he recognized that girls didn't typically come equipt with members, and if Aelita had one, it must have been an issue with the program he had used.

Aelita went to Jeremy, turning his chair around, "Jeremy, listen," She said, getting his attention, "It's alright. I'm happy like this, I have been for awhile. It might not have even been an issue with the program, maybe I was always supposed to be like this. Even if I wasn't, nothing has made me want to change it."

Aelita looked down, "You...you wouldn't mind me if I kept it, would you?" a bit manipulative, perhaps, but effective nonetheless. "Of course not Aelita," Jeremy said, "I was just worried that you-"

Aelita cut him off with a kiss, and just like that, Jeremy could hardly remember what he had been freaking out about moments before.

Aelita's hand trailed down to Jeremy's pants, which he hadn't quite gotten off before he saw Aelita's member. She pushed them the rest of the way down as she continued to kiss Jeremy, her hand gripping his hardened rod.

He moaned into the kiss as she began to stroke him gently. She broke the kiss to go lower, mimicking Odd's technique on Jeremy, and listening happily to him moaning as she bobbed her head along his length, which just about matched Aelita's in size, which she actually enjoyed.

Aelita couldn't take it as well as Odd, gagging slightly when she attempted to deep-throat him, but Jeremy came in less than five minutes regardless, filling Aelita's mouth. The warm seed tasted wonderful to her, and she swallowed it happily before moving up and straddling Jeremy, smiling as she lined his still stiff rod up to her pussy and began to lower herself down gently.

Jeremy moaned, holding Aelita's hips as she began to ride him slowly, jeremy began to move his hips, pushing gently up into Aelita. They both wanted to savor the feeling of their first time together, and kept at that slow pace for several minutes, slowing even more whenever they got too close to the edge.

Eventually though, they needed more of each other. Jeremy had Aelita shift so she was facing away from him, and they both moved their hips harder, Jeremy thrusting hard up into Aelita's tight, wet pussy, making her cry out in pleasure as she bounced on her lover's cock. For the first time, Aelita didn't need to worry about how loud she got, as no one would be able to hear.

Jeremy reached around Aelita's body, gripping her cock with both hands and beginning to stroke her as he thrust into her. "J-Jeremy~!" Aelita moaned in absolute bliss, unable to recall a time when she had felt this good, not even with Odd or Yumi.

Jeremy and Aelita came together after another few minutes, Aelita's pussy clamping down tightly around Jeremy's cock as her juices flowed down his length and her seed coated his hands, Jeremy pumping his own cum into Aelita.

Both sat panting in the aftermath of their climax, Jeremy bringing his hands to his face and carefully licking Aelita's cum off of them. "Not bad." He admitted, not seeming to realize how much the sight was turning Aelita on.

Needless to say, the two were up and at it long into the night, spending the night there at the lab in each other's arms, and were very, very late to class the next day.


	5. Chapter 5

Aelita's stress about telling her friends about her being a futa was completely gone now that Jeremy knew and had been okay with it. The only person left to tell now was Ulrich, and it wasn't like he would be upset about it or anything. Alita had just been planning on mentioning it offhandedly to him, but Yumi said she had a better, or at least, a more fun idea.

Aelita was inclined to believe her, and so she went along with her idea. Aelita was instructed to come by Ulrich's room after he and Yumi got back from their date. Aelita wasn't surprised to find that they were going at it when she got there, and peaked through the door to watch.

Aelita bit her lip, getting stiff as she watched Yumi ride Ulrich, moaning loudly as she bounced up and down on his member, taking him deep. He was bigger than Aelita was, about seven inches long, and after a few minutes of effort, Yumi was taking all of it into her pussy with every thrust of Ulrich's hips.

"C-come on in Aelita~" Yumi groaned as she started to get close. The words confused Ulrich, and his movements stopped dead when Aelita entered the room. "What are you doing here?" He questioned, confused. "She's got something she wanted to show you~" Yumi said, shifting so she was facing Aelita as she continued to ride Ulrich.

Aelita nodded, beginning to undress. Ulrich was surprised to see her member, and surprised by how hard it was. Yumi smiled, leaning over so Aelita could push into her mouth. Aelita did so, and just like that she had Yumi on a spit-roast with Ulrich, who had begun to move his hips again, making Yumi moan around Aelita's shaft as she sucked on it.

"Wow," Ulrich said, "Yumi told me that she'd played around with you, but I didn't know you'd been able to play like that." Aelita nodded, moaning, "Sh-she helped show me how to really have fun with it, the other's already know, I hope you don't mind."

"Naw, like I said, Yumi already told me you two fooled around, honestly I thought it was kinda hot, hotter now that I know what she really meant by it." Ulrich said with a grin, Aelita moaning as she thrust into Yumi's mouth, cumming into her mouth as Yumi came around Ulrich's cock. Ulrich grunted, pulling out just fast enough to cum onto Yumi's pale rear as opposed to into her.

"She's still a girl to though," Yumi said, dismounting Ulrich's member, "And I'm sure she'd love a turn with you~" Aelita blushed, nodding, "I-If you wouldn't mind." She said.

"Not at all," Ulrich said, pulling her over and helping her lower herself onto his member, moaning as he entered her tight slit. Aelita lowered her head like Yumi had, moving her head between Yumi's legs and licking her pussy gently.

Yumi held Aelita's head in place, moaning at the feeling of her tongue pushing deeper into her warm, wet hole. Aelita had gotten much better with her tongue recently from lots of practice with Yumi, though she was still having a little trouble now, as she had a problem focusing from the size of Ulrich's member thrusting into her.

Soon she was able to get used to it though, moving her hips in time with Ulrich's thrusts as she moved her tongue faster inside of Yumi. Yumi moaned, bucking her hips against Aelita's face as she felt her tongue probing deeper.

Aelita tensed around Ulrich's member, but tried to hold off from cumming, moving her tongue faster inside of Yumi, making the dark haired girl moan louder, getting closer fast. Aelita sucked on Yumi's clit hard, trying to push her over the edge before she came first again.

In the end, Aelita and Yumi wound up cumming at roughly the same time, Aelita clenching around Ulrich's member as Yumi soaked Aelita's face. Aelita panted, lcking her lips. Ulrich hadn't cum again though, and continued to thrust up into Aelita as Yumi had her sat back up.

Yumi straddled Aelita as she continued to ride Ulrich, beginning to ride her. The extra weight from Yumi riding Aelita's member pushed Aelita down, letting her take all of Ulrich's member, and Ulrich's thrusting up into her pushed Aelita's member into Yumi, to the hilt.

The three moaned together, all moving their hips together, ulrich came first this time, his climax having been building since Aelita first mounted him. He lifted Aelita up, coating the outside of her pussy in hot cum, which triggered her climax, making her unload into Yumi, who cried out, cumming last and possibly hardest of the three.

Aelita got off of Ulrich, who pulled Yumi back down onto his pussy, making her groan as she was entered roughly. Yumi began to ride Ulrich again, not noticing at first his hands going behind her and spreading her ass cheeks for Aelita, who lined up to Yumi's tighter hole and pushed in hard.

The slickness of her member from Yumi's juices let her push into Yumi's ass easier than she would have, though Aelita groaned immediately from the tightness of Yumi's hole. Aelita held onto Yumi's hips, thrusting into her in rhyme with Ulrich. Soon they were both pumping into her together, Yumi moaning constantly from the pleasure she was getting from both of them.

Yumi, naturally, came first, tensing around Aelita and Ulrich and crying out in bliss as she came. Aelita followed, pumping several hot, thick spurts of seed into Yumi's ass, Ulrich cumming last, filling Yumi's pussy.

Yumi laid back, panting hard as Aelita and Ulrich did the same to try and catch their breath. "Well...I can't say..I'm happy I was left out of the loop," Ulrich said, "But I'm glad to be apart of it now." Aelita giggled, "Yumi certainly is to~" She said, wondering if Yumi had set the meeting up like this to help Aelita or herself.


	6. Chapter 6

Aelita really was going to have to get better and learning normal social cues. She had picked up on quite a lot by this point, but there were still some things she had trouble understanding. It wasn't all her fault this time though, Milly and Tamiya really should have double checked and made sure the shower room door had been locked, a bad habit that Aelita could sympathize with.

As it happened, they hadn't double checked, and as a result, two secrets were learned at once. Aelita ;earned just how close Milly and Tamiya really were when she walked in on them, their legs interlocked as their soaked pusies ground together heatedly, cumming after just a few moments of Aelita watching them. Immediately afterwards when they realized that Aelita was there, they learned that she was a futa from the tent that had formed under her towel.

There was no sense in freaking out they figured, they both had something on each other, and they were all nice people, so they decided to talk about it. Milly and Tamiya told Aelita how they had been together for going on a month now, and that she was the only one who knew. Aelita told them about how she had always been a futa, but had only recently started making use of it with her friends. They both agreed not to spread the other's secrets around and to keep this whole encounter between themselves.

Milly and Tamiya were curious about Aelita's being a futa though, and asked if they could see it. Aelita, used to showing it off by now, nodded, opening her towel and showing them her member, which was still stiff form the show they had accidentally given her. This got them both curious, and they asked if they could touch it. Aelita nodded, but first she went and made sure the door was locked, and sat down against the wall, her member standing at attention.

Milly and Tamiya approached her and began to poke and prod the appendage experimentally, rubbing it with their hands with gripping it. They blushed when Aelita moaned and her member twitched, enjoying the attention. "You're hands are soft~" Aelita groaned.

"Th-thanks." Milly said, "Are we doing this right?" Tamiya asked, Aelita nodding, "You can try to use your mouths to if you want." Aelita suggested, Milly and Tamiya lowering their heads, carefully kissing and licking along Aelita's length together. Aelita moaned, thrusting up between their mouths.

"S-sorry," She apologized quickly, "It feels good." Milly and Tamiya didn't seem to mind. If anything, they tried to get her to do it again, wanting to see how good they could make Aelita's member feel. They licked and sucked it up and down, making Aelita's member throb and thrust up against them.

After a few solid minutes of this, Aelita cried out and came, shooting ropes of hot cum onto Milly and Tamiya's faces. They licked their lips, finding that it actually tasted good, and began to lick the seed off of each other's faces; a sight that got Aelita hard again almost instantly.

Aelita moved away from the wall and laid down on her back. After some debate over who would go where, Tamiya straddled Aelita while Milly straddled her face, both lowering themselves slowly. Tamiya groaned as Aelita's tip pushed into her small pussy while Milly moaned immediately from Aelita's tongue entering her.

Milly was riding Aelita's face hard in seconds, where Tamiya struggled with the size of Aelita's member, as she had never taken anything but her and Milly's fingers before. She held onto Aelita's hips as she worked her way down, groaning and moaning, then crying out in pain when Aelita thrust up, breaking through her barrier. Aelita held still to let the pain subside before amiya continued to move her hips, beginning to moan louder now that the pain was gone.

Milly and Tamiya were soon moaning together, bucking their hips on either end of Aelita's body as she thrust up into Tamiya and stirred Milly's pussy with her tongue. They leaned forward, kissing each other heatedly and moaning into each other's mouths as they bucked their hips against Aelita.

Tamiya came first, crying out as her walls clenched tightly around Aelita's cock, only a little more than half of Aelita's length inside of her. Milly came next, letting her juices wash over Aelita's face. Aelita came last, pumping hot spurts of cum into Tamiya's pussy, making her cry out in pleasure at the feeling.

The two girls got up, switching spots so Tamiya was above Aelita's face and Milly was lining her member up to her pussy. They lowered down as well, Milly having an even more difficult time handling Aelita's member, but refusing to simply give up. If Tamiya had taken it, she would to. This thought process let her to force her hips down hard, nearly crying from the pain as her seal was broken. She quickly found it was worth it however, and began to moan as she moved her hips against Aelita's.

Tamiya was moaning loudly already, Aelita's tongue probing deep into her pussy, not seeming to mind eating her own cum out of Tamiya's small cunt. Aelita actually enjoyed the taste of her cum and Tamiya's juices mixing together as she lapped it up, her tongue pushing deeper into Tamiya for more.

Soon, both were riding hard again, Milly bouncing on Aelita's member and Tamiya grinding her hips down against Aelita's face. Milly came first this time, her juices flowing over Aelita's cock and causing Aelita to cum up into her, pumping seed into her and causing her climax to last several more seconds. Tamiya came last, her juices and the last of Aelita's cum flowing over Aelita's face.

All three of them sat their panting, but were back at it again before too long. Milly and Tamiya may have been young, but they were eager to learn more, and Aelita was eager to teach therm whatever she could.


	7. Chapter 7

Sissi had become much more tolerable. She was still a bitch when she wanted to be, which was most of the time she was anywhere near public, but she had been getting less malicious with it. Like she was making a conscious effort to try and change. She still slipped up now and then, she was very, very set in her ways and it was hard for her to try and change them. But she was trying, and that was all Aelita and her friends asked for.

They started giving Sissi more opportunities to ease up and be nice, and to their surprise, she was actually taking a lot of them. She really was making a conscious effort to change. Maybe she had finally just gotten bored with everyone hating her, or maybe her little group finally wising up and leaving her had finally gotten the message through the steel grate claiming to be her head, but whatever the reason, Aelita and the others were happy to her being, well, not exactly nice yet, but manageable.

Things came to a head during a Xana attack. Ulrich, Yumi, and Odd had been trapped. Aelita could deactivate the tower herself, but she needed someone to protect her from the monsters on the way there. Jeremy couldn't do it, he needed to run the computers; not to mention that his Lyoko form was extremely weak.

Sissi had overheard Aelita and Jeremy talking about needing help to save the others, and had asked if she could help them. They were surprised, and resistant at first, but with the others all holed up at the school with a dragon monster on top of it, they didn't have much of a choice, and Sissi was willing to believe the truth about Lyoko when they told her, as after dragons start attacking all logic goes out the window.

As it happened, Sissi's Lyoko form was extremely agile, almost matching Yumi's, and armed with throwing knives and bladed heels for fighting at a distance and up close. She managed to keep Aelita safe until she could get to the tower and deactivate it, getting blasted by a Tank and learning how much dematerialization hurt just before the return to the past.

Since Sissi had been to Lyoko, she could still remember the dragon attack, and now, whether it was agreed on or not, was officially a part of the group. And Sissi seemed thrilled by it, admitting that she had wanted to be a part of their group for a long time. Only Aelita wasn't skeptical of her, but Aelita's vote to let her stay seemed to persuade all the others.

"You know," Aelita said when it was all said and done, "If you're going to be a part of the group, there is one more secret you need to learn about." "There is? What is it?" Sissi asked, wanting to know immediately. Aelita giggled, "Come to me and Yumi's room after class and I'll show you~"

Sissi didn't quite get the tone of Aelita's voice when she said this, but nodded, and showed up as quickly after class as she could. When she opened the door, her jaw dropped at the sight of Aelita sitting on the bed, not wearing anything below her waist, her member out and hard.

"You..you've got a.." Sissi stammered. Aelita nodded, "Mind closing the door? We don't want the whole school knowing."

Sissi closed the door behind her, her eyes unable to look away from Aelita's stiff rod. "Me and all the others have fun together all the time," Aelita said, "The others are a little unsure about you joining us, but I think you'll do alright~"

Suddenly a great deal of things made sense to Sissi. For a moment, Sissi's stillness had Aelita worried that she had made a mistake and Sissi was about to run off and tell as many people as possible, which they couldn't undo with a return to the past now that Sissi had been to Lyoko.

She was relieved when Sissi chose instead to lock the door behind her and walk over to the bed. "How do we start?" She asked with a smile. Aelita smiled back, "you can start by losing the clothes." She said, removing her top.

Sissi nodded and began to undress, Aelita getting even more excited when she saw Sissi's chest. Her breasts were bigger than Yumi's were, huge by comparison to Aelita. Sissi blushed when she saw Aelita's rod seemingly twitch in delight at the sight. She beckoned Sissi over to her, and gave her a gentle kiss, her tongue brushing against Sissi's lips for entry.

When Sissi parted her lips, they began to make out heatedly, their tongues battling fiercely as she laid back on the bed, their hands exploring and groping each other. They broke the kiss after nearly a full minute, and Aelita shifted their position so her face was directly in front of Sissi's pussy and Sissi's face was right in front of her member.

Sissi opened her mouth, carefully wrapping her lips around Aelita's cock as Aelita pushed her tongue into Sissi's pussy. Both moaned, but Sissi was less used to pleasure like this, and had trouble keeping focus on sucking Aelita's cock; though she attempted to make the pink haired girl feel good, pushing her head down to take as much of her member as possible.

Aelita moaned in delight, her tongue exploring Sissi's folds in search of sweet spots. She found a few easily, making Sissi's entire body shudder when she hit them, but kept searching, swirling her tongue faster and deeper inside of Sissi's wet cunt until she found a spot that made Sissi's whole body tensed as she sucked Aelita's member, her groans of pleasure sending pleasurable vibrations through Aelita's cock as she came.

Aelita licked her lips, enjoying Sissi's juices. "Don't stop~" She encouraged, "I'm so close~"

Sissi kept going, bobbing her head faster and sucking harder, soon deep-throating Aelita's entire length. Aelita groaned, thrusting her hips forward and cumming down Sissi's throat. Sissi gagged slightly, evidently not as used to doing this as many of the rumors about her claimed.

Sissi managed to swallow it all, and the two sat up, grinning, "So, wanna try taking it somewhere else~?" Aelita asked with a grin, Sissi nodding with a small blush, getting off of the bed and bending over it.

Aelita got off the bed and got behind her, lining her member up to Sissi's slit and holding her hips, "You ready~?" She asked, Sissi nodded, "Give it to me~" Sissi purred, Aelita jerking her hips forward and moaning as she felt Sissi's tight pussy squeeze her shaft.

Sissi moaned loudly, gripping the bed as she moved her hips with Aelita to take it deeper. Aelita never met any barrier, though she didn't know if it was from Sissi breaking it herself with toys, or if she weren't the first member Sissi had taken. A question for another time she supposed.

Aelita squeezed Sissi's ass, enjoying how soft and firm it was as she thrust harder into her. Sissi moaned louder as Aelita got deeper, hilting her length inside of her. Sissi tensed as she felt Aelita's hips slapping against hers with each thrust, knowing she was getting close again.

"A-Aelita~!" Sissi cried out as she came, her pussy clenching around Aelita's cock, making her groan loudly, her eyes shutting tight in pleasure as she unloaded hot cum into Sissi's pussy.

The two flopped down on the bed tiredly, "That...was….great…" Sissi panted, "I should have started being nice ages ago~"


	8. Chapter 8

Aelita was running through the forest zone, leaping over rocks and roots and heading for the tower. She was breathing heavy, though she wasn't tired at all, how could she be when she was as excited as she was right now? She was having far too much fun to be tired, especially since she wasn't in any real hurry or danger.

There were no monsters after her, because there was no Xana attack underway at the moment. They usually only went to Lyoko when there wasn't a Xana attack to train or to explore the 5th Sector, but today was a special occasion. It had been Aelita's idea to come to Lyoko today, and she had been rather happy when the others agreed.

Only Ulrich and Odd could join her though, Jeremy needing to remain at the computer and Yumi and Sissi needing to cover for them at school while they had their fun, which they agreed to so long as they got their own turn with Aelita afterwards.

Aelita had a little fantasy that had gotten her through many of her solo pleasure sessions before she had started having fun with the others, and now that she was, she wanted to try acting out the fantasy. The first issue had been whether or not it was even possible, but after a little test they discovered that A: all body parts were still there and fully functional within Lyoko, and they only hadn't known because they'd had no reason to until now, and B: pleasure could in fact be felt within Lyoko if a certain program was run that enabled the sense of feeling while inside.

With everything set up, Ulrich and Odd had given Aelita a head start and she'd gone off running, but she could already hear them closing in on her. She wanted them to catch her, but she still ran faster, wanting to have them work for it, and getting something of a thrill from the chase, as she suspected Odd and Ulrich were as well.

It was Odd who caught her. He may not have been as fast as Ulrich, but Odd's feline form was better suited to traversing the terrain. He pounced on her from behind, pinning her beneath him, "Where ya going Princess~?" Odd questioned, using his claws to systematically cut off all of Aelita's clothing.

"P-please, let me go." Aelita pleaded. "Now why would we do that when we've only just caught you?" Ulrich said as he caught up, "We haven't even had our fun yet~" He said as Odd threw the tattered remains of her clothing aside, leaving her exposed. Her stiff rod showed how much she was enjoying the game, and Ulrich and Odd smirked at the sight.

Ulrich removed his pants, freeing his own rod, which had also gotten hard from the excitement of the chase. He got down as Odd forced her legs open, lining up to her pussy as Odd's member pushed against her lips, "Please..be gentle with me.." Aelita pleaded, though her eyes held a very different request.

Ulrich and Odd laughed, both thrusting forward hard, Aelita gagging on Odd's member as it pushed into her throat as Ulrich's cock roughly penetrated her pussy. Aelita groaned, her member twitching in delight as they began to thrust into her steadily in either end.

Odd leaned over, his tail swishing happily as he gripping Aelita's member, jerking it hard as he continued to thrust hard into Aelita's throat, eventually opening his mouth and taking Aelita's rod in, sucking it hard as she did the same.

Ulrich smirked, thrusting harder into Aelita and reaching forward, pushing Odd's head down to make his take all of Aelita's cock at once. To his surprise, Odd had no issue with it, and easily deep-throated the pink haired girl.

Aelita moaned around Odd's cock, making him suck her harder as she bucked her hips hard, wanting them both to cum as she got closer. Odd and Aelita came at nearly the same moment, filling each other's mouths with hot cum seconds before Ulrich pumped his own cum into Aelita. You couldn't get pregnant in Lyoko, so there was no need to pull out.

Aelita groaned in pleasure as she felt it, swallowing Odd's seed and panting as the boys repositioned her, standing with her between them. Odd lined up to her pussy as Ulrich lined up to her ass, both holding her sides as they thrust forward, penetrating her on both sides.

Aelita cried out, her legs locking around Odd's waist as she bucked her hips in both directions immediately, wanting them both deeper inside. Her member throbbed against Odd's stomach as he pumped into her, his thrusts pushing Ulrich deeper and vice versa until they were both hilted inside her.

Aelita struggled to hold her climax back as they both slammed their entire lengths into her with each thrust, their hips slapping against her's harder and harder until she came with a cry of bliss, the boys continuing to pump into her for another minute before they came together, filling her up on both ends.

Aelita panted as they set her down, trying to catch her breath. When she was ready to go again, she realized that Odd had gotten on his fours in front of her, his tail raised and his hips shaking seductively for her.

Aelita grinned ear to ear, going to him and lining her member up to Odd's ass, holding his hips as she pushed into him, moaning immediately from the heat and tightness of Odd's ass. Ulrich got behind Aelita, lining back up to her pussy and thrusting in hard, pushing Aelita deeper into Odd as he did.

The three of them began to move their hips together, forming a fast, rough rhythm together as their hips slapped together. Odd moaned louder, asking Aelita to go deeper as Aelita asked the same of Ulrich. Soon Aelita had hilted herself inside of Odd, and soon after Ulrich had hilted himself inside her. They rammed into each other harder and harder all getting closer.

Aelita leaned down, reaching around Odd and gripping his cock, stroking it with both hands. Odd cried out, cumming hard. The extra tightness of his ass as he came pushed Aelita over the edge, and she filled Odd's ass with cum the same moment Ulrich filled her pussy with cum.

All three collapsed on the floor of the forest zone, panting hard in a sticky, sweaty heap. Elsewhere, Jeremy's hand pumped hard and fast along his member as he watched this from his computer and reached a climax of his own.


	9. Chapter 9

Aelita had enjoyed her time with the boys in Lyoko, and she had also enjoyed her time with Jeremy immediately after. Seeing how aroused he had gotten from watching them, she couldn't have just not given him any fun, it wasn't polite. Plus the realization that he had been watching them the whole time had gotten Aelita horny again to, and it had ended up being an hour after Ulrich and Odd left that Jeremy and Aelita finally left as well.

She hoped Sissi and Yumi wouldn't be too upset with her for being late. She had promised to join them after she was done with the boys for some fun with therm in return for them having covered for her and the boys during class. She felt a little bad about being late at first, until she got to her and Yumi's room and heard the moaning through the door.

Aelita smirked, realizing that there was no need for her to feel bad, as Yumi and Sissi had been keeping themselves more than busy while she was gone. Aelita opened the door and entered the room, seeing Yumi and Sissi moaning and bucking their hips together, using a double ended dildo which had almost certainly been bought by Sissi.

The toy was twelve inches long, and both girls had six inches pumping into them both as they moved their hips together, their hands groping each other's breasts to get them closer as they moved together, Yumi on top with more control.

Aelita stood and watched the show, getting excited by the sight and the sound of them moaning. The two were so lost in their lust that they didn't notice Aelita there as she watched, locked the door behind her, undressed, and began to stroke herself to their fun. After another five minute, they both came when the toy hilted inside them both, their backs arching as they cried out, hitting their peaks together.

They sat panting together, only now realizing that Aelita was there, "You just couldn't wait for me huh~?"She teased, "Hey..you're the one..who was late…" Sissi panted as Aelita approached the bed, "You're right, here, let me make it up to you~" She purred, lining up to Yumi's ass and thrusting forward.

All three moaned, Aelita from the tightness of Yumi's ass, Yumi from the roughness of Aelita's member penetrating her puckered hole, and Sissi from the toy being pushed into her by the force of Aelita's thrust pushing Yumi's hips forward.

Aelita gripped Yumi's hips and began to thrust into her steadily Sissi and Yumi beginning to move their hips again. Yumi moaned the loudest, getting penetrating on both ends. She moved her hips the hardest, bucking the toy deeper into her and Sissi's pussy and Aelita's cock deeper into into her ass. Aelita moaned as she was pushed deeper, grunting as she felt Yumi getting tighter around her quickly.

Sissi thrust her hips to push the toy up harder into Yumi, making the dark haired girl cum first with a cry of pleasure. Aelita pulled out, flipping the toy of them over mad lining her tip up to Sissi's ass before thrusting into her hard.

Sissi cried out, jerking her hips hard to take both the dildo and Aelita's member deeper into her. Aelita groaned, giving Sissi's soft ass a hard smack, making her cry out in delight and clench tightly around Aelita's cock. Aelita moaned happily at the extra tightness, spanking Sissi's ass harder, then harder again as she thrust into her, Yumi keeping the toy moving between them.

It was Aelita who came first this time, grunting as she unloaded several hot spurts of thick cum into Sissi's tight ass, making her scream out in pleasure as she was pushed over the edge into her own climax.

Yumi and Sissi panted, catching their breath as they removed the toy from their pussies, Aelita sitting down on the edge of the bed and laying back. Yumi and Sissi caught their breath and went over to her, Yumi putting her knees on either side of Aelita's head as she lowered her head to her cock, Sissi sitting on the floor on her knees, lowering her face to Aelita's pussy.

Aelita pushed her tongue into Yugi's pussy as Yumi took Aelita's cock into her mouth. Sissi pushed her tongue into Aelita's pussy, moving her hands between her legs to rub and finger herself. Aelita moaned at the attention, her tongue moving fast inside of Yumi and Sissi's moved fast inside of her. Yumi bobbed her head fast, taking Aelita's cock into her throat eagerly and sucking it hard.

Sissi's fingers pumped hard into her pussy as she pushed her tongue as deeply into Aelita as it could go. Aelita groaned, reaching up and using her fingers to prod Yugi's ass, pushing into her. Yumi moaned around Aelita's cock.

Aelita came first, soaking Sissi's face and filling Yugi's mouth. Yumi came shortly after, letting her juices wash over Aelita's face. Sissi's fingers continued to move furiously between her legs for a few moments after Aelita and Yumi had cum, her teeth gritting as she reached another climax of her own, soaking her fingers in her juices.

As Yumi and Aelita changed position, Yumi laying on her back with her legs spread wide, Sissi picked up the double ended toy again, lining it up to Aelita's ass and turning so she could line the other end up to her own rear hole.

Sissi pushed her hips back, causing the toy, already well lubricated with her and Yugi's juices, to push into her and Aelita's asses. Aelita groaned, pushing her hips forward to thrust into Yugi's pussy as her and Sissi's asses were penetrated.

Sissi and Aelita jerked their hips hard, forcing the toy deeper into their asses inch by inch as Aelita pushed her own member deeper into Yumi, making all three of them grunt and moan in pleasure, all three moving their hips hard to try and reach the edge of their climax.

Within ten minutes all three were taking the shafts to the base inside each other, groaning in pleasure as their hips all slammed together, the pleasure building up within all three until they screamed in pleasure together, a thunderous climax hitting all three of them.

Aelita and Yumi laid down on the bed, Sissi removing the toy and setting it down before joining them on the bed so they could all rest together peacefully.


	10. Chapter 10

Aelita and Jeremy had been spending more and more time together, which made sense as they had officially started dating, to the surprise of absolutely no one. What did surprise everyone though, was just how high the libido of the nerdy little couple seemed to be. Aelita people could understand, but Jeremy seemed to match her lust at every point, possibly because of her above average lust.

The two of them had been caught more than once hooking up during school, though thankfully never by a teacher, and any time they were not both directly in front of someone, they could generally be trusted to be with each other, rutting each other cross eyed.

Their friends saw no problem with this, as no matter how into each other they got, they were always ready to go whenever Xana attacked, and of course neither of their grades were suffering, they were smarter than most of the teachers. Really, the others found how into each other Aelita and Jeremy were to be more cute than anything else.

Currently they were both in Jeremy's room, playing something of a game with each other to make things more interesting. They sat side by side at the desk with computers in front of them both. Both were naked from the waist down, and tasked with coding the same program, but they could only use one hand, as the other was busy stroking their partner's member.

Jeremy and Aelita both groaned as they attempted to code and ignore the pleasure of being jerked off by their lover. Neither of them were very good at ignoring the other's touch, and a program that would have taken them a minute tops took ten minutes to complete, Aelita finishing it first and cumming onto Jeremy's hand, Jeremy cumming shortly after.

"I win this round~" Aelita teased with a giggle. "It wasn't exactly fair, you're more ambidextrous than I am, and I'm not exactly used to coding one handed, contrary to Odd's jokes." Jeremy said. "Aw, are you pouting?" Aelita giggled, "Alright, let's do another."

They chose the next kind of program they would both have to code, and instead of doing it at the same time, one person would code while the other went under the next and tried to distract them orally. Whoever had the best time won.

Jeremy went first, Aelita getting on her knees and beginning to lick along his length as he began to code. Jeremy groaned softly, trying to stay focused on the task at hand, but finding it difficult with how good Aelita had gotten with her mouth and hands.

Aelita took Jeremy's member into her mouth, sucking it gently as her hands fondled his balls carefully. He moaned, his focus breaking a little, but he continued to work as Aelita sucked him off. In a few minutes time, she was deep-throating his entire length while he coded, and as distracted as he got, his fingers never stopped moving.

It took Jeremy about six minutes, and when he was done, he pushed Aelita's head down to the base, groaning as he unloaded into her mouth. Aelia swallowed it happily, "Not bad, but I can top it~" She purred, switching places with him and beginning to code as Jeremy buried his tongue inside of her pussy.

Aelita groaned, her fingers beginning to move over the keyboard to code as Jeremy's tongue sought out and attacked her sweet spots, making her moan and shudder. Jeremy had memorized quite a few of Aelita's more sensitive inner weak points, and was exploiting that knowledge now, eating her faster and deeper with every passing second.

Aelita struggled to stay focused, but her coding stopped altogether momentarily when he began to stroke her member while he eat her out. Aelita bit her lip, forcing herself to keep going and stay focused, her fingers moving again to finish the coding.

By the time Aelita had finished the coding, Jeremy had gone to sucking her member while four fingers pumped into her pussy aggressively. Aelita groaned, cumming hard into Jeremy's mouth, her coding of the program taking about seven minutes.

Jeremy smiled triumphantly as he swallowed. "It's all tied up. Any ideas for a tiebreaker?" He asked, Aelita nodding with a determined look on her face.

They took the computers and positioned themselves carefully, Aelita balancing her laptop on her knees as she straddled Jeremy, who's computer remained on the desk. Jeremy sat in the chair with his body turned towards the desk so he could work. When they were both ready, Aelita lowered her hips to begin riding Jeremy as they both coded.

Both moaned as Aelita moved rocked her hips back and forth against Jeremy, taking his member deeper as her fingers flew across the keys. Jeremy grunted, thrusting hard up into her as he coded just as fast.

What followed was a fifteen minute battle of will as both lovers fought off the feeling of pleasure and the desire to just give in and cum, both coding fast and doing everything they could to focus on the program as they felt the other's hips slapping against their own heatedly.

After fifteen minutes, neither of them were going to last very long. They finished the program very nearly at the same time, but Aelita finished first by the skin of her teeth, pressing enter just one second before Jeremy did.

"I win!" Aelita cried out as she came, Jeremy cumming with her, holding onto her tightly before they both slumped in the chair, Aelita sitting her computer back on the desk. "So.. I guess you want your reward now huh~?" Jeremy asked, Aelita grinning as she stood up from the chair, Jeremy spreading his legs.

Aelita lined up, moving Jeremy's legs over her shoulders. The bet had been very clear: whoever won got anal from the other. To be honest, they both would have been happy no matter who won.

Jeremy groaned in pleasure as Aelita thrust forward, penetrating his ass hard. This wasn't exactly the first time she'd taken Jeremy's ass, but it was certainly the roughest as she claimed the spoils of victory, pumping her hips hard to force herself deeper into Jeremy's incredible tight anus.

Jeremy groaned loudly, gripping the chair hard as his walls gripped Aelita's cock even harder. He bucked his hips against her to help her get her cock deeper, and soon she was thrusting her entire length into his tight hole.

Aelita and Jeremy came almost in unison when Aelita found and hit Jeremy's prostate, Jeremy crying out, clenching tightly around Aelita as he came, his seed shooting onto her chest. Aelita came from the vice grip his ass had on her, and she pumped several thick ropes of hot cum into Jeremy, painting his button white.

Aelita pulled out, panting as she sat down on the nearby bed, getting hard against almost immediately from the sight of her seed leaking from Jeremy's hole. She grinned, "Up for another round? Best two for three again~?"

* * *

 **The next chapter will be the finale of this story. It's been a joy to write, and I hope you've enjoyed ^-^**


	11. Chapter 11

**Welcome all to the Futa-Aelita finale. Let's close out this story with style~**

* * *

Aelita could feel something pleasing her before she was even fully conscious. She groaned softly in her sleep, squirming as she felt the grip of something soft work up and down her member, pleasing her morning wood. She began to buck her hips upward, thrusting between whatever was gripping her as she started to wake up and realize what was happening around her.

The first thing she noticed was that Yugi's feet were squeezing around her cock, jerking up and down her length pleasingly. The second thing she noticed was that all her friends were there in the room with her and Yumi, Sissi, Jeremy, Odd, Ulrich, Milly and Tamiya to.

Aelita moaned as Yugi's feet worked her cock, stroking her faster as she got closer. Aelita groaned, gripping the bed as she came, coating Yugi's feet. Aelita smiled, "Thanks~ what's the occasion?" She asked.

"You don't remember?" Jeremy asked. "Come on, it's a big day Princess." Odd said. "Aelita, it's the anniversary of when we first found you on Lyoko." Yumi said, Aelita's eyes widening. The last time this anniversary had come, Aelita had still been fully virtual, so she hadn't been able to really celebrate. Now though, her friends all seemed eager to make sure she could.

"Lucky break it landed on a Saturday huh?" Sissi giggled, Aelita nodding. "So, we decided to all stay in with you and have a little fun~" Yumi purred, lowering her head and kissing Aelita's tip, making her moan softly. Yumi moved her head down more, taking Aelita's member into her mouth and beginning to suck on it as she bobbed her head slowly. Aelita held Yugi's head, moaning as the others all undressed as well to get ready for the run.

Yumi took Aelita's member into her throat, Aelita thrusting up for more as Yumi took it all. Yumi lowered her hand, rubbing Aelita's pussy gently as she sucked her harder, Aelita groaned louder, gripping her head as she got close again.

Odd approached, eager to get his turn when Yumi finished. "Y-Yumi~" Aelita moaned as she reached her peak, shooting several spurts of cum into Yugi's mouth. Yumi moaned softly, swallowing it, only to get pushed back by Odd before she could get any more.

"We're gonna see just how much you can cum today Princess~" Odd purred, crawling over Aelita so his member was directly in front of her face as he took hers into his mouth. Aelita opened her mouth, taking Odd's rod inside and starting to suck on him as he sucked her.

Both moaned as they moved their heads along each other's members, sucking each other eagerly. Odd lowered his fingers to tease Aelita's pussy, making her groan around his member. In retaliation, Aelita reached up and began to poke and prod at Odd's ass, her fingertips just barely pushing into his puckered hole.

Odd groaned, sucking Aelita harder as he pushed his fingers into her pussy roughly, Aelita doing the same to his ass immediately. Both kept going in their game, sucking each other as they fingered each other to see who would cum first. In the end, it was Odd who went over first, pumpng cum into Aelita's mouth a few seconds before she did the same to him.

Odd got off of Aelita, kissing her affectionately so they could share each other's cum. As they made out, Odd straddled Aelita, grinding his ass against her member softly. She was hard again in moments, and poking against his hole. Odd moved his hips down, pushing Aelita's rod into his ass slowly.

Aelita groaned as Odd began to ride him, locking his legs around her waist as he rocked his hips back and forth to take Aelita's member deeper into his tight hole. Aelita groaned, holding Odd's hips and beginning to thrust up into him, making him moan softly as her rod was pushed deeper.

The two moved their hips together harder, Odd beginning to bounce on Aelita's cock as she thrust up into him, forcing her cock to the hilt inside of him. Odd groaned, "Yeah~ just like that~ fuck me Princess~" Aelita forced her hips against Odd harder, getting more aroused by his words as he rode her faster. His own hardened length rubbed against her stomach as he took her cock in deep, tensing up when he started to get close.

Aelita thrust harder to compensate for the extra tightness, pushing Odd over the edge before she came into his ass, painting his insides white as he did the same to her stomach. Odd panted as he dismounted, lowering his head to clean of Aelita's stomach with his tongue, the sight and feeling of which got her horny again as Ulrich and Jeremy approached.

She grinned as the two boys picked her up, Jeremy lining up to her pussy as Odd lined up to her ass. They tilted Aelita's body slightly so she could lean down, and Ulrich could line his rod up to her mouth.

On cue, all three of them thrust forward, triple teaming Aelita roughly. Aelita moaned around Ulrich's cock as she felt Jeremy and Odd's push deep into her on either side, her own member throbbing with want.

The three of them worked out a steady pace together so all three were thrusting into her at the same pace. Aelita didn't even need to move her hips, as the boys' thrusting got all three of them hilted inside her in only a few minutes, as she could just enjoy being stuffed hard.

The boys picked up the pace when they felt Aelita starting to tense up around them, knowing she was getting close. Odd and Jeremy thrust harder into her as she deep-throated Ulrich. Jeremy grinned, reaching down and gripping her cock, stroking it to push her over the edge faster.

Aelita came with a groan that was muffled by Ulrich's cock, her holes squeezing around the boys tightly as she came, coating Jeremy's hand and taking all three of their loads into her, nearly reaching a second climax from being completely filled with hot seed.

But the boys weren't done yet, and they changed places. Odd lined up to Aelita's pussy as Ulrich took her ass, lining up and thrusting into her hard. Aelita had been expecting Jeremy to come to her mouth so she could suck him, but instead, he did quite the opposite, lowering his head and taking her member into his mouth to suck on it as the other two pumped into her.

Aelita groaned, enjoying how good Jeremy had gotten at taking her cock. She bucked her hips, taking Odd and Ulrich deeper as she pushed deeper into Jeremy's throat. Aelita groaned, cumming into Jeremy's mouth fast from the multiple pleasure sources. Jeremy held the cum in, going to Aelita's face and kissing her lovingly as Ulrich and Odd kept going harder into her.

Ulrich reached the peak foist this time, unloading into Aelita a few moments before Odd did as well. Aelita panted as the boys pulled out of her, sitting her on the edge of the bed and moving back as Sissi came over to her.

Aelita grinned as Sissi straddled her, grinding her hips against Aelita, but not actually taking her inside. Aelita moaned softly as Sissi's ass ground against her, enjoying what basically equated to a lapdance. How Sissi was able to do such a thing, Aelita found rather suspect, but she wasn't about to complain.

She nearly did complain when Sissi stopped just before she could cum, but Sissi dropped down to her knees, squeezing Aelita's member between her breasts. "I know I haven't really been a part of this for the whole time," Sissi said as she stroked Aelita with her tits, "But I hope you don't mind my joining you for the celebration~"

Aelita moaned, "Of course not~ the more the merrier~" She groaned, thrusting up between Sissi's breasts as she stroked harder, pushing her over the edge quickly. Sissi opened her mouth just before Aelita came, taking several shots of her seed into her mouth, the rest landing on her chest.

Aelita panted slightly, thought the sight of Sissi rubbing her cum into her chest got her stiff against quickly. She pulled Sissi up, kissing her gently as she sat in her lap again, Aelita's member lining up to her ass and pushing in gently.

Sissi moaned into the kiss, holding onto Aelita as she thrust up hard, pushing deeper into her tight hole. Sissi moved her hips slowly, wanting to feel Aelita deeper and moaning when each thrust hit deeper inside of her ass until she was taking Aelita's entire length with each movement.

Aelita felt herself getting close, but grit her teeth and held it back, waiting for Sissi to reach her peak as well. When she felt Sissi's walls tighten around her shaft, groaning in release, Aelita let out, cummming hard into her aass, making Sissi cry out even louder.

Sissi pulled off and sat down on the bed, pointing Aelita to Milly and Tamiya. The two girls evidently had been to turned on by the show to wait, and/or just couldn't keep their hands off of each other, and were currently on the floor nearby, Tamiya on top of Milly, their legs entangled as their pussies ground together hard.

Aelita went over to her, "Couldn't wait huh~?" She questioned, thrusting between their pussies and groaning at the feeling of their warm, wet slits rubbing against her shaft on either side. From what Aelita had heard, the two of them had been caught in the act even more times than she and Jeremy had, and had been seen getting much rougher to.

"It's Milly's fault," Tamiya grunted, "She was making that face that she knows I can't resist~" "Yeah right," Milly moaned, "You were the one rubbing yourself trying to get me excited~"

Aelita giggled at their heated bickering, and thrust between them steadily, making both girls moan louder at the feeling of her length against their pussies.

They kept going hard, Milly and Tamiya battling in a heated kiss, moaning loudly against each other as they came together. the beat and wetness around Aelita's member as they came pushed Aelita over the edge as well, as she coated both of their slits in white seed.

Aelita pulled back, panting. After Milly and Tamiya had caught their breath, they went over to the bed, bending over it with their hips out for Aelita, Sissi and Yumi bending over the bed as well. Aelita's member perked up immediately, and she had to think for a moment to decide who to go to first.

She decided to go in the order that she had had fun with them since the morning had started, going over to Yumi first. She held Yugi's hips as she thrust into her wet pussy roughly, both moaning at her entry.

"So, have you been enjoying the celebration so far~?" Yumi asked with a groan, pushing her hips back to help Aelita get deeper. "Definitely~" She moaned, "Sorry I took so long to get back to you when you woke me so nicely."

"Don't worry about it," Yumi said, "Ulrich's been keeping me busy while you were with the others~" Aelita giggled, "I'll bet~" She teased, thrusting in harder as she pulled Yugi's hips back against her, hilting herself inside of Yugi's pussy.

Yumi moaned loudly, bucking her hips hard back against Aelita as she got closer. Feeling Yugi's insides tense up around her cock, Aelita reached down, rubbing and pinching her clit gently, making Yumi groan as it got her closer faster.

Yugi's back arched as she came, her walls squeezing tightly around Aelita's rod. Aelita grunted, cumming into her hard. Yumi shuddered, moaning at the feeling of Aelita's warm seed filling her pussy. Aelita pulled out, moving over to Sissi.

Sissi grinned, wiggling her hips enticingly for Aelita, who gave her soft ass a hard squeeze before thrusting into her. Sissi moaned, moaning louder when Aelita leaned over, reaching around her to massage her tits.

"I love these~" Aelita moaned, groping Sissi's chest roughly as she thrust harder into Sissi. Sissi giggled, "I know you do~ I love it when you play with them~" She moaned, bucking her ips against Aelita's.

Aelita moaned as Sissi got tighter from her chest being massaged. Aelita's fingers began to rub and pinch Sissi's nipples gently, then harder when she discovered how tight Sissi got from it. Sissi cried out as Aelita pinched her nipples hard, making her body go rigid as she came, Aelita's climax following and filling Sissi up.

Aelita pulled out, pausing to catch her breath before she went over to Milly and Tamiya. The two girls were the youngest and, naturally, the tightest. But Aelita grinned, wanting to try their even tighter holes for the first time.

She lined up to Milly's ass, Milly tensing nervously. "I-I've never taken it there before." She said. "Just relax~" Aelita told her soothingly, "It'll feel great~"

Trusting Aelita, Milly took a deep breath and relaxed her muscled, Aelita pushing forward gently. She nearly gasped at how tight Milly's ass was, gripping her cock hard. She resisted her urge to just force her entire length in hard, not wanting to hurt her.

Milly groaned, gripping the bed as Aelita's cock pushed deeper into her formerly virgin asshole, stretching it out to accommodate her size. After a few moments of struggling to work her length into Milly's ass at all, she moved back out, then thrust back in, going a bit faster this time. Soon, Aliota had a decent speed as she pushed into her tight hole.

Milly's eyes were shut tight in biss, the pleasure far outweighing any pain she was feeling. Tamiya squirmed next to her, her legs rubbing together heatedly. The sound of Milly moaning, it seemed, was all it took to get Tamiya too hot and bothered to handle, and Tamiya's fingers were already working between her legs.

Aelita noticed this and giggled, reaching over and teasing Tamiya's ass with her fingers, making Tamiya groan as they pushed inside gently, probing the tight hole as she continued to thrust into Milly's slowly picking up the pace as she got deeper.

Milly didn't last much longer, her ass clamping down so tightly around Aelita that she couldn't even move as she came. Aelita groaned loudly, cumming hard into Milly's ass, her tongue lulling out as she slumped on the bed.

Finally Aelita moved over to Tamiya. Her ass had been opened a bit by Aelita's fingers, making penetrating iot a bit easier, but still hard from how tight the girls were. Aelita worked her member in, moving her hips steadily and picking up the pace faster than she had with Milly.

Tamiya seemed to handle it better though, and was soon bucking her hips back against Aelita to take her cock deeper into her anus, moaning loudly. Aelita tried to hold off, but couldn't stop herself from getting even rougher this time, her hips slapping hard against Tamiya's ass as her cock hit deeper each time, Tamiya's eyes practically rolling up as she did.

Aelita was reaching the end of her rope, and came hard into Tamiya's ass just a second before Tamiya hit her climax as well, crying out loudly. Aelita had to wait for Tamiya's tightness to ease up to pull out, and sat down tiredly to catch her breath.

"Not a bad way to wake up huh?" Odd said with a smile. Aelita nodded, smiling, "No...kidding…" "Don't worry, the celebration isn't over yet, it'll be going all day. But I think everyone's a bit tired now, let's go get something to eat." Ulrich suggested, the others nodding.

Everyone got dressed and headed out to get breakfast. They hadn't been kidding about the celebration going all day though, Aelita found. As Aelita ate her breakfast, Sissi crawled under the table to please her member and pussy. When the crew all went to Lyoko for the day to practice, Aelita stayed out this time, sitting in Jeremy's lap and riding him as they watched the others train. Aelita wasn't sure she would be able to last the whole day if they kept going like they were, and yet, she didn't want it to stop.

It was around sundown when they reached the bedroom again, everyone stripping down almost immediately the moment the door was shut and locked. "What's next~?" Aelita asked excitedly. "Well, you already got to take all the girls one by one," Odd said, bending over the bed, "us guys need some attention to~"

Jeremy and Ulrich bent over the bed as well, Aelita practically drooling at the sight of their asses all out for her, her member getting hard again.

She went to Jeremy first, thrusting into him hard. Jeremy groaned, gripping the bed. He took Aelita whenever she wanted it, even enjoyed doing so, but he still had his limits and Aelita always tried to dial it back with him.

Still, Jeremy moved his hips with hers, moaning as Aelita pushed deeper into his ass. Jeremy panted as Aelita's cock pushed deeper into him, his entire body tensing up when she hit his prostate. Realizing she had hit it, she thrust against it harder, making Jeremy cry out as he came, shooting it onto the bed as Aelita coated his button in thick, hot seed.

Odd was next, and clearly the most excited. Jeremy may take Aelita's member more often, but Odd took it the best, never seeming overwhelmed and always ready for more. "Give me all you got Princess~" Odd purred as Aelita pushed into him, moaning as she gripping his hips hard, jerking her hers against him roughly.

Odd moaned, pushing her hips back against Aelita as her cock forced deeper into his ass. Aelita smacked Odd's ass hard, making him groan in excitement as she pushed deeper, searching for his sweet spots.

Soon Aelita hit against Odd's button, making him tense and grit his teeth as he resisted the urge to cum. Grinning, Aelita hit it again, harder, then again, slamming rougher against it each time. Odd grunted and groaned, hit body tensing up more and his walls squeezing tighter around Aelita's cock as he got closer.

Aelita moaned as she abused Odd's prostate, slamming into it harder with each thrust until she came, firing her seed onto it. The burning feeling of her cum made Odd cry out in bliss, cumming hard and slumping against the bed.

Aelita pulled out and went to Ulrich, lining up eagerly. "Go easy on me okay?" he asked, Aelita nodding as she pushed in. ulrich had never actually taken Aelita's cock before. He'd always been more of a top, and it showed in how tight he was. He wasn't as tight as Milly or Tamiya, but certainly tighter than the other boys.

He grunted at the unfamiliar feeling, taking deep breaths as Aelita's member pushed between his tight walls. The sound of Aelita's moaning made it easier to handle, but it was still a bit too much for him. Seeing that Ulrich might be getting too overwhelmed by it, Yumi came over to him, sitting on the bed in front of him and opening her legs, letting him bury his face between her legs to focus on eating her pussy instead of the unpleasant feeling.

Aelita on the other hand was loving it, picking up the pace the moment Ulrich had been stretched enough for it to be possible. Yumi moaned as Ulrich's tongue probed her cunt deeply, locking her legs around his head as Aelita hit even deeper.

She didn't quite find his sweet spot before she came, but the feeling of Aelita cumming into him was intense enough to push Ulrich over the edge, and he groaned into Yugi's wet pussy as he hit his peak, gently biting her clit to push Yumi over the edge as well.

"That was amazing~" Aelita panted. "I hope you aren't too tired already," Odd said, "We wanted to see how much you could take next~"

Aelita had assumed that he had meant just the boys again, but then she saw that Sissi, Milly, and Tamiya had all gotten toys out, strap-ons of about seven inches with smaller shafts on the other end to please the user while they were used.

Aelita gulped as all of them came to her, Jeremy and Sissi laying her on her back and thrusting into her pussy, Odd and Ulrich getting underneath her and pushing into her ass, and Milly and Tamiya going to the other side of her and pushing into her mouth and throat.

All six of them began to thrust together, pushing into all three of Aelita's holes together. It was a bit difficult at first, but after a few minutes they all had a nice rhythm going together, thrusting into her together.

Aelita's member got painfully stiff from the overwhelming stuffing, and Yumi took it on herself to please the remaining few parts of her. Yumi mounted Aelita's member, her weight pushing Odd and Ulrich deeper into her ass. Yumi moaned softly, leaning over and taking one of Aelita's nipples into her mouth, sucking on it and pleasing the other with her hand.

With her free hand, Yumi reached down behind her, carefully searching for and pinching Aelita's clit. Even if Aelita's throat wasn't being ravaged by two strap-ons, Aelita still wouldn't have been able to make any noise, the pleasure of having her every possible pleasure point taken care off too much for her to handle.

Aelita came within a few minutes, clenching around every member within her and pumping cum up into Yumi. they didn't stop though, continuing to ravage her. Aelita came twice more before they all started to cum, but even after all seven of them had gotten off, they still hadn't stopped, seeming intent on going until Aelita passed out, and getting rougher each time Aelita came.

What followed was over an hour of the most intense sex Aelita had had yet. Aelita didn't even remember it stopping, just became aware of a lack of movement at some point after everyone had passed out from it. Yumi was still on top of her, her stomach puffing out from all the cum inside of her, and Aelita's own stomach puffing out for the same reason.

Aelita couldn't recall a time she had felt more satisfied or happy. Content with the knowledge that, no matter what happened next, her friends would all be with her through it, and be ready to have all kinds of fun afterwards, Aelita drifted off to sleep.

* * *

 **And that, my friends, is the end! This story has been a delight to work on, and I finished it way faster than I thought I'd be able to. Guess I'm actually getting good at writing, who would've guessed?**

 **Anyway, what was your favorite part of this story? Was it a certain chapter or a certain scene within a chapter? Maybe it wasn't even one of the sexy bits. Let me know in the reviews. On the other side of the coin, what did I do poorly in this story? What could have been improved? Was there anything you were expecting to see that I left out?**

 **I am sinful by nature with no malicious intent, and I'll see you all next time!**


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